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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 24, 2026
Energy Services of America Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
001-32998 |
20-4606266 |
(State or other Jurisdiction
of
Incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
| 75
West 3rd Ave., Huntington,
West Virginia |
25701 |
| (Address of Principal Executive Offices) |
(Zip Code) |
| Registrant’s telephone number, including area code: |
(304) 522-3868 |
|
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Ticker symbol(s) |
Name of each exchange on which registered |
| Common Stock, Par Value $0.0001 |
ESOA |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
.
Item 8.01. Other Events.
On
February 24, 2026, the Company issued a press release announcing that the underwriter for its recently completed public offering has exercised
its overallotment option and completed the sale of an additional 261,000 shares of common stock at the public offering price of $11.50
per share.
A copy of the press release
dated February 24, 2026 is included as Exhibit 99.1 to this report.
Item 9.01. Financial
Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Press Release dated February 24, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| |
ENERGY SERVICES OF AMERICA CORPORATION |
| |
|
| |
|
| DATE: February 24, 2026 |
By: |
/s/Charles Crimmel |
|
| |
|
Charles Crimmel |
| |
|
Chief Financial Officer |
Exhibit 99.1
Energy Services of America Corporation Announces
Closing of Overallotment Option
and Issuance of 261,000 Shares of Common Stock
HUNTINGTON, WEST VIRGINIA
– February 24, 2026 –– Energy Services of America Corporation (the “Company”), today announced
that the underwriter for its recently completed public offering has exercised its overallotment option and completed the sale of an additional
261,000 shares of common stock at the public offering price of $11.50 per share. The proceeds to the Company in connection with the exercise
of the option and the issuance of the additional shares, after deducting the underwriting discount and commissions but before deducting
other expenses payable by the Company, are approximately $2.8 million.
Lake Street
Capital Markets, LLC served as the sole underwriter for the offering.
Roth Capital
Partners acted as financial advisor to the Company for the offering.
The offering
was made only by means of an effective shelf registration statement on Form S-3 (File No. 333-280025), including a preliminary prospectus
supplement and final prospectus supplement, copies of which may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov.
Additionally, electronic copies may be obtained from Lake Street Capital Markets, LLC, Attn: Syndicate Department, 121 S 8th St,
Suite 1000, Minneapolis, MN 55402, by calling (612) 326-1305, or by emailing syndicate@lakestreetcm.com.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Energy Services of America Corporation
Energy Services of America Corporation (NASDAQ: ESOA), headquartered
in Huntington, WV, is a contractor and service company that operates primarily in the mid-Atlantic and Central regions of the United States
and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. Energy
Services employs 1,500+ employees on a regular basis. The Company’s core values are safety, quality, and production.
Forward-Looking Statements
The information disclosed in this press release
includes various forward-looking statements that are made in reliance upon the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The words “anticipates,” “projects,” “intends,” “estimates,” “expects,”
“believes,” “plans,” “may,” “will,” “should,” “could,” and other
similar expressions are intended to identify such forward-looking statements. The Company cautions that these forward-looking statements
are necessarily speculative and speak only as of the date made, and are subject to numerous assumptions, risks and uncertainties, all
of which may change over time. Actual results could differ materially from such forward-looking statements. Accordingly, you should not
place undue reliance on forward-looking statements. In addition to the specific risk factors disclosed in the Company’s Annual Report
on Form 10-K for the year ended September 30, 2025, the following factors, among others, could cause actual results to differ
materially and adversely from such forward-looking statements: projected revenues, net income, earnings per share, margins, cash flows,
liquidity, weighted average shares outstanding, capital expenditures, tax rates and other projections of operating or financial results;
expectations regarding our business or financial outlook; expectations regarding opportunities, trends and economic and regulatory conditions
in particular markets or industries; expectations regarding our plans and strategies; the business plans or financial condition of our
customers; the potential impact of commodity prices and commodity production volumes on our business, financial condition, results of
operations and cash flows and demand for our services; the potential benefits from, and future performance of, acquired businesses and
our investments; beliefs and assumptions about the collectability of receivables; the expected value of contracts or intended contracts
with customers, as well as the scope, services, term or results of any awarded or expected projects; the development of and opportunities
with respect to future projects, including pipeline projects; future capital allocation initiatives, including the amount, timing and
strategies with respect to any future stock repurchases, and expectations regarding the declaration, amount and timing of any future cash
dividends; the impact of existing or potential legislation or regulation; potential opportunities that may be indicated by bidding activity
or similar discussions with customers; the future demand for and availability of labor resources in the industries we serve; the expected
realization of remaining performance obligations or backlog; the expected outcome of pending or threatened legal proceedings. The Company
does not undertake and specifically declines any obligation to publicly release the results of any revisions that may be made to any forward-looking
statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated
events.
For further information:
Charles Crimmel
Chief Financial Officer, Treasurer and Corporate
Secretary
ccrimmel@esa-c.com
Phone: (304) 522-3868
